EX-25.1 7 tm2224833d1_ex25-1.htm EXHIBIT 25.1

 

Exhibit 25.1

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

 

FORM T-1

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

 

 

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

 

Delaware Trust Company

(Exact name of trustee as specified in its charter)

 

Delaware 51-0011500
(Jurisdiction of incorporation or organization if not a U.S. national bank) (I.R.S. Employer Identification No.)
   

251 Little Falls Drive

Wilmington, Delaware

19808
(Address of principal executive offices) (Zip code)

 

Corporation Service Company

251 Little Falls Drive

Wilmington, Delaware

(800) 927-9801

(Name, address and telephone number of agent for service)

 

 

 

PLBY GROUP, INC.

(Exact name of obligor as specified in its charter)

 

Delaware 37-1958714
(State or other jurisdiction of incorporation of organization) (I.R.S. Employer Identification No.)
   

10960 Wilshire Blvd., Suite 2200

Los Angeles, CA 90024

 
(Address of principal executive offices)  

 

 

 

Debt Securities

(Title of the indenture securities)

 

 

 

 

Item 1. General Information.  

 

Furnish the following information as to the trustee:

 

  (a) Name and address of each examining or supervising authority to which it is subject.

 

  Office of the State Banking Commissioner
  State of Delaware
  555 East Loockerman Street 
Dover, DE  19901

 

  (b) Whether it is authorized to exercise corporate trust powers.

 

  The trustee is authorized to exercise corporate trust powers.

 

Item 2. Affiliations with Obligor.  

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

  None with respect to the trustee.

 

Items 3-14.

 

No responses are included for Items 3–14 because the obligor is not in default as provided under Item 13.

 

Item 15. Foreign Trustee.

 

Not applicable.

 

Item 16. List of Exhibits

 

  List below all exhibits filed as a part of this Statement of Eligibility.

 

Exhibit 1. A copy of the Articles of Association of the trustee now in effect as contained in the Certificate of Incorporation. *
   
Exhibit 2. A copy of the Certificate of Incorporation. *
   
Exhibit 3. See Exhibit 2.

 

Exhibit 4. A copy of by-laws of the trustee as now in effect. *

 

Exhibit 5. Not applicable.

 

Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.

 

Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

 

Exhibit 8. Not applicable.

 

Exhibit 9. Not applicable.

 

* Incorporated by reference to Exhibit 25.1 to the registration statement on S-1, Registration Number 333-225797 filed on June 21, 2018.

 

 

 

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Delaware Trust Company, a non-depository trust company and corporation duly organized and existing under the laws of Delaware, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 31st Day of August 2022.

 

DELAWARE TRUST COMPANY  
   
   
/s/Lici Zhu  
Name:  Lici Zhu  
Title: Assistant Vice President  

 

 

 

 

EXHIBIT 6

 

August 31, 2022

 

Securities and Exchange Commission

Washington, D.C.  20549

 

Gentlemen:

 

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

 

Very truly yours,  
   
DELAWARE TRUST COMPANY  
   
   
/s/Lici Zhu  
Name:  Lici Zhu  
Title: Assistant Vice President  

 

 

 

 

EXHIBIT 7

 

Report of Condition of

 

Delaware Trust Company

of 251 Little Falls Drive, Wilmington, Delaware 19808

at the close of business June 30, 2022, filed in accordance with 5 Del. Laws, c.9, §904

 

   Dollar Amounts 
   In Thousands 
ASSETS     
Cash and balances due from depository institutions:     
Noninterest-bearing balances and currency and coin     
Interest-bearing balances   2,337 
Securities:     
Held-to-maturity securities     
Available-for-sale securities     
Federal funds sold and securities purchased under agreements to resell:     
Federal funds sold in domestic offices     
Securities purchased under agreements to resell     
Loans and lease financing receivables:     
Loans and leases held for sale     
Loans and leases, net of unearned income     
LESS: Allowance for loan and lease losses     
Loans and leases, net of unearned income and allowance   0 
Trading Assets     
Premises and fixed assets (including capitalized leases)   210 
Other real estate owned     
Investments in unconsolidated subsidiaries and associated companies     
Direct and indirect investments in real estate ventures     
Intangible assets     
Goodwill     
Other intangible assets   1,182 
Other assets   109,750 
      
Total assets   113,479 

 

 

 

 

   Dollar Amounts 
   In Thousands 
LIABILITIES     
Deposits:     
In domestic offices     
Noninterest-bearing     
Interest-bearing     
In foreign offices, Edge and Agreement subsidiaries, and IBFs     
Noninterest-bearing     
Interest-bearing     
Federal funds purchased and securities sold under agreements to repurchase:     
Federal funds purchased in domestic offices     
Securities sold under agreements to repurchase     
Trading liabilities     
Other borrowed money     
(includes mortgage indebtedness and obligations under capitalized leases)     
Subordinated notes and debentures     
Other liabilities   4,772 
      
Total liabilities   4,772 
      
EQUITY CAPITAL     
Perpetual preferred stock and related surplus     
Common stock   500 
Surplus (exclude all surplus related to preferred stock)   106,142 
Retained earnings   2,065 
Accumulated other comprehensive income     
Other equity capital components     
      
Total institution equity capital   108,707 
Noncontrolling (minority) interests in consolidated subsidiaries     
      
Total equity capital     
    108,707 
Total liabilities, and equity capital   113,479 

 

I, Amanda Albert, Controller of the above-named State Non-Depository Trust Company, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate State regulatory authority and is true to the best of my knowledge and belief.

 

/s/ Amanda Albert  
Amanda Albert  
Controller  

 

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate State regulatory authority and is true and correct.

 

/s/ Rodman Ward   /s/ John Hebert
Rodman Ward   John Hebert